Vanessa Chang
TransoceanAbout Vanessa C.L. Chang
Vanessa C.L. Chang (age 72) is an independent director of Transocean Ltd. (RIG) since 2012. She is a Certified Public Accountant (inactive) with deep finance and audit credentials, including serving as West Coast partner-in-charge of Corporate Finance for KPMG Peat Marwick (1986–1997). She holds a B.A. from the University of British Columbia (1973) . In 2024, she attended 100% of Board and committee meetings; she is independent under NYSE and SEC standards and currently chairs RIG’s Audit Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KPMG Peat Marwick LLP | West Coast Partner-in-Charge, Corporate Finance | 1986–1997 | Led corporate finance practice; audit/finance expertise |
| EL & EL Investments Ltd. | Director and Shareholder | 1998–2018 | Private real estate investments |
| ResolveItNow.com | President & CEO | 2000–2002 | Leadership/operations |
| Secured Capital Corp | Senior Vice President | 1998 | Finance/transactions |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Edison International (NYSE: EIX) & Southern California Edison | Director | Since 2007 | Current public company board |
| Capital Group (American Funds and ETFs) | Director/Trustee (28 funds) | Various; ETFs launched 2022–2024 | Seven American Funds + 21 ETFs |
| Global Infrastructure Solutions, Inc. (private) | Director | Since 2021 | Private company board |
| Sykes Enterprises, Inc. | Director | 2016–2021 | Prior public board |
| Forest Lawn Memorial Parks Association (non-profit) | Director | 2005–2020 | Prior non-profit |
| SCO America, Inc. (non-profit) | Director | 2013–2019 | Prior non-profit |
Board Governance
- Independence: The Board determined all nominees other than the CEO and President/COO are independent; Ms. Chang is independent (Audit and Compensation Committees consist solely of independent directors) .
- Committee roles: Audit Committee Chair and member (SEC/NYSE audit committee financial expert); member, Compensation Committee .
- Attendance: 100% Board and committee meeting attendance in 2024; Board met 4x; Audit 9x; Compensation 4x .
- Skills: Accounting & Auditing; Finance & Capital Markets; Cybersecurity; M&A; Multinational; Public Company Governance; Strategy; Sustainability/Reporting .
Fixed Compensation
- Structure (non-employee directors): Annual cash retainer $100,000; Audit Chair fee $35,000; Compensation Chair $20,000; other committee chairs $10,000; annual RSU grant target $210,000 (non-chair) vesting on 1-year anniversary or next AGM .
- 2024 grant sizing: 36,145 RSUs per non-chair; grant-date fair value for non-chair ~$210,000 target; calculated at $5.81 (10-day avg) .
| Component (USD) | 2024 Amount | Notes |
|---|---|---|
| Cash fees | $135,000 | $100,000 retainer + $35,000 Audit Chair fee |
| Stock awards (RSUs) | $217,954 | Grant-date fair value under ASC 718 |
| Total | $352,954 | Sum of cash + stock |
| RSU vesting | n/a | Vests at earlier of 1-year or next AGM; non-performance based |
Performance Compensation
- Not applicable for non-employee directors. Equity is time-based RSUs (no performance metrics); no options are indicated as part of routine director pay .
Other Directorships & Interlocks
- Current public company boards: Edison International (since 2007) .
- Compensation Committee interlocks: The company reports no interlocks or insider participation requiring disclosure; 2024 Compensation Committee members were Barker (Chair), Chang, Merksamer .
Expertise & Qualifications
- CPA (inactive); KPMG corporate finance leadership; broad governance/finance expertise; identified by the Board as an Audit Committee financial expert based on experience .
- Skills matrix alignment includes Accounting & Auditing; Finance; Cybersecurity; M&A; Public Company Governance; Strategy; Sustainability/Reporting .
Equity Ownership
| Holding | Amount | Detail |
|---|---|---|
| Shares owned | 49,200 | Direct ownership |
| Vested share units (unsettled) | 350,869 | Right to receive upon separation per director program |
| Total beneficial ownership | 400,069 | Less than 1% of outstanding |
| Pledged shares | 0 | Company policy prohibits pledging; none pledged by directors/officers |
| Ownership guidelines | 5x annual cash retainer | Policy for non-management directors |
Notes:
- Vested director RSUs generally are not settled until the director’s service ends, reinforcing long-term alignment .
- Hedging and pledging are prohibited for directors and executives; annual certification required .
Governance Assessment
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Strengths
- Audit Committee Chair with CPA/audit pedigree; designated audit committee financial expert, supporting robust financial oversight .
- Full attendance and independence; committees composed entirely of independent directors .
- Director compensation mix emphasizes equity (time-based RSUs) with ownership guidelines (5x retainer); no hedging/pledging permitted, aligning interests with shareholders .
- Say-on-pay and Swiss compensation-related approvals have been very strong (e.g., 98.3%/98.6% approvals in 2024 AGM items; NEO say-on-pay approvals ≥91% in 9 prior years), reflecting investor support for pay governance that this director helps oversee as a Compensation Committee member .
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Potential Watch Items
- External commitments: service on Edison International and as director/trustee for 28 Capital Group funds; while bringing significant governance/financial expertise, time commitments should continue to be monitored given Audit Chair duties .
- No related-party transactions identified for Ms. Chang; company-wide related-party policy and 2024 disclosures show no exceptions for directors and no Chang-specific transactions .
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Red Flags: None indicated
- No pledging/hedging; no attendance issues; no disclosed related-party transactions involving Ms. Chang; Compensation Committee reports no interlocks .
Appendix: Committee Assignments and Meetings (2024)
- Audit Committee: Chair – Vanessa C.L. Chang; members: Glyn A. Barker, Samuel J. Merksamer; meetings: 9 in 2024 .
- Compensation Committee: Members – Glyn A. Barker (Chair), Vanessa C.L. Chang, Samuel J. Merksamer; meetings: 4 in 2024 .
- Board meetings: 4; 100% attendance by all directors .